萝贝美股招股说明书(2024-03-22版)

1,380,000 Ordinary Shares LOBO EV TECHNOLOGIES LTD.萝贝电动车科技有限公司 This is an initial public offering of our ordinary shares, par value $0.001 (“Ordinary Shares”). We areoffering on a firm commitment basis our Ordinary Shares. Prior to this offering, there has been no publicmarket for our Ordinary Shares. The initial public offering price of our Ordinary Shares is $4.00 per share.Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market, or Nasdaq, under thesymbol “LOBO” on or promptly after the date of this prospectus. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment. See “Risk Factors” beginning on page 14 to read about factors you shouldconsider before buying our Ordinary Shares. Investors are cautioned that you are not buying shares of a China-based operating company butinstead are buying shares of Lobo EV Technologies Ltd. Lobo EV Technologies Ltd. is not a PRCoperating company but a British Virgin Islands holding company with operations conducted by oursubsidiaries in the PRC. This structure involves unique risks to investors. The risks could result in a material change in the value of the securities we are registering for sale or couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors. OurOrdinary Shares offered in this prospectus are shares of our British Virgin Islands holding company, whichhas no material operations of its own and conducts substantially all of its operations through the operatingentities established in the People’s Republic of China, or the PRC, primarily Jiangsu LOBO ElectricVehicle Co. Ltd. (“Jiangsu LOBO” or “Jiangsu WFOE”), our wholly-owned subsidiary and its subsidiaries.Because all of our operations are conducted in China through our wholly-owned subsidiaries, the Chinesegovernment may exercise significant oversight and discretion over the conduct of our business and mayintervene in or influence our operations at any time, which could result in a material change in ouroperations and/or the value of our Ordinary Shares. In addition, as we conduct substantially all of our operations in China, we are subject to legal andoperational risks associated with having substantially all of our operations in China, including risks relatedto the legal, political and economic policies of the Chinese government, the relations between China andthe United States, or Chinese or United States regulations, which risks could result in a material change inour operations and/or cause the value of our Ordinary Shares to significantly decline or become worthlessand affect our ability to offer or continue to offer securities to investors. Recently, the PRC governmentinitiated a series of regulatory actions and made a number of public statements on the regulation of businessoperations in China with little advance notice, including cracking down on illegal activities in the securitiesmarket, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. Asadvised by our PRC counsel, DeHeng Law Offices (Shenzhen), as of the date of this prospectus, we are notdirectly subject to these regulatory actions or statements, as we have not implemented any monopolisticbehavior and our business does not involve the collection of user data, implicate cybersecurity, or involveany other type of restricted industry. On February 17, 2023, the China Securities Regulatory Commission(the “CSRC”) issued the Trial Measures for the Administration of Overseas Issuance and Listing ofSecurities by Domestic Enterprises and five supporting guidelines, which became effective on March 31,2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations require that a PRC domesticenterprise seeking to issue and list its shares overseas shall complete the filing procedures with the CSRC,failing which we may be fined between RMB 1 million and RMB 10 million. According to the Notice onthe Management Arrangements for Overseas Issuance and Listing of Domestic Enterprises issued by CSRCon the same day, we need to complete the filing procedures with CSRC before our listing on U.S.exchanges. We submitted the filing for this IPO to the CSRC on July 1, 2023, and the CSRC published thenotification on our completion of the required filing procedures on December 20, 2023 for this offering.The Overseas Listing Regulations may subject us to additional compliance requirements in the future, andwe cannot assure you that we will be able to get the clearance of filing procedures under the OverseasListing Regulations on a timely basis, or at all. As further advised by our PRC counsel, as of the date of thisprospectus, except for the CSRC filing for this issuance and listing, no effective laws or regulations in thePRC explicitly require us to seek approval from the China Securi